Antitrust Office looks at Berger Slovakia-PCLA Concentration

Published:
24 February 2004

The Slovak Antitrust Office (PMU) launched administrative proceedings on the concentration of Berger Slovakia Ladce and cement producer Povazska Cementaren Ladce (PCLA) in early February. Simultaneously, it started to examine the exception to the ban to execute rights and duties that stemmed from the concentration of the two companies, PMU informed SITA. Berger Slovakia, a subsidiary of German construction company Berger Holding GmbH, controls 70.42 per cent of PCLA. It acquired the stake in a direct off-market transaction on the Bratislava Stock Exchange (BCPB) on January 8, 2004. It was obliged to announce a mandatory bid to buy shares of the cement producer from minority shareholders. The takeover price is SKK 828. Simultaneously, parent company Berger Holding’s share in PCLA decreased by the same volume. Berger Holding thus currently controls 2.54 per cent of PCLA shares.

Lafarge Beton Bratislava, a minority shareholder in PCLA, has decided to announce a competing takeover bid for the PCLA shares. Berger Slovakia originally operated in Slovakia as an employees’ joint-stock company under the trade name Portlandcement, which acquired PCLA’s shares from the government privatization agency the National Property Fund in 1995. Berger Slovakia eventually acquired these shares for SKK 274 135 million - the same price for which Berger Holding had earlier bought its PCLA stake from Portlandcement. PCLA changed ownership on August 23, 1999, when Berger Holding increased its stake in the company to 72.96 per cent. Berger Holding bought the shares through Juris Invest, a legal representative of Portlandcement, which owned 15 per cent of PCLA shares, from Andre Scholz, the owner of 29 per cent of PCLA shares and a one-time employee of the consultation company Rodl&Partner, auditor to Berger Holding. Lafarge Beton Bratislava, a minority shareholder in PCLA, challenged the cement works’ privatization in court in the year 2000, objecting to its legality.